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  • Corporate governance and transparency

    This version of Module PD was replaced in April 2008. Click here for the current Module PD.

    • PD-1.3.6

      This version of Module PD was replaced in April 2008. Click here for the current Module PD.

      The following information relating to corporate governance should be included in the bank's Annual Report:

      (a) Information about the Board structure (e.g. the size of the Board, Board committees, and membership), and the basic organisational structure (lines of business structure and legal entity structure);
      (b) Information about the profession, business title, and experience in years of each Board member and the qualifications and experience in years of senior executives, including Chairmen, Chief Executives and General Managers (see Section PD-1.1 for definitions);
      (c) Descriptive information on:
      (i) The managerial structure, including:
      1. committees (see Section HC-1.3 for detailed disclosure requirements relating to various types of committees),
      2. segregation of duties,
      3. reporting lines, and
      4. responsibilities;
      (ii) Incentive structure (remuneration policies, executive compensation, stock options, etc.);
      (iii) The structure and organisation of the credit risk management function, including the loan review function; and
      (iv) Other related internal controls including internal audit;
      (d) Nature and extent of transactions with affiliates and related parties;
      (e) Approved Board's communications strategy (including the use of the bank's website) which should undertake to perform at least the following:
      (i) The disclosure of all relevant information to stakeholders on a timely basis in a timely manner; and
      (ii) The provision of at least the last three years of financial data on the bank's website.
      Banks are encouraged to maintain a website. If a bank does not have a website, it must state in its strategy how it will make all relevant information available to shareholders and stakeholders on a timely basis; and
      (f) Information about any changes in the structures (as mentioned in Paragraphs PD-1.3.6(a) to PD-1.3.6(c) above) from prior periods.

      October 07